Sec Form 4 Filing - Friebe Joseph M @ CABELAS INC - 2012-04-30

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Friebe Joseph M
2. Issuer Name and Ticker or Trading Symbol
CABELAS INC [ CAB]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Executive Vice President
(Last) (First) (Middle)
C/O CABELA'S INCORPORATED, ONE CABELA DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
04/30/2012
(Street)
SIDNEY, NE69160
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 04/30/2012 M 15,000 A $ 20 64,864 ( 1 ) D
Common Stock 04/30/2012 M 20,000 A $ 19.35 84,864 D
Common Stock 04/30/2012 M 12,902 A $ 22.37 97,766 D
Common Stock 04/30/2012 M 25,000 A $ 15.25 122,766 D
Common Stock 04/30/2012 M 10,000 A $ 8.01 132,766 D
Common Stock 04/30/2012 M 12,000 A $ 16.18 144,766 D
Common Stock 04/30/2012 S 94,902 D $ 38.05 ( 2 ) 49,864 D
Common Stock 05/01/2012 M 7,098 A $ 22.37 56,962 D
Common Stock 05/01/2012 S 7,098 D $ 38.01 49,864 D
Common Stock 1,968 ( 3 ) I by 401(k) Plan
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $ 20 04/30/2012 M 15,000 04/14/2005 04/14/2015 Common Stock 15,000 $ 0 0 D
Stock Option (right to buy) $ 19.35 04/30/2012 M 20,000 ( 4 ) 05/09/2016 Common Stock 20,000 $ 0 0 D
Stock Option (right to buy) $ 22.37 04/30/2012 M 12,902 ( 5 ) 05/15/2015 Common Stock 12,902 $ 0 7,098 D
Stock Option (right to buy) $ 15.25 04/30/2012 M 25,000 ( 6 ) 05/13/2016 Common Stock 25,000 $ 0 0 D
Stock Option (right to buy) $ 8.01 04/30/2012 M 10,000 ( 7 ) 03/02/2017 Common Stock 10,000 $ 0 0 D
Stock Option (right to buy) $ 16.18 04/30/2012 M 12,000 ( 8 ) 03/02/2018 Common Stock 12,000 $ 0 6,000 D
Stock Option (right to buy) $ 22.37 05/01/2012 M 7,098 ( 5 ) 05/15/2015 Common Stock 7,098 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Friebe Joseph M
C/O CABELA'S INCORPORATED
ONE CABELA DRIVE
SIDNEY, NE69160
Executive Vice President
Signatures
/s/ Brent LaSure, Attorney-in-Fact 05/02/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes 88 shares of common stock acquired under the Issuer's Employee Stock Purchase Plan.
( 2 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $38.01 to $38.38. The Reporting Person has provided to the Issuer, and undertakes to provide to any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 3 )The number of shares allocated to the Reporting Person under the Issuer's 401(k) Plan is equal to his April 30, 2012, account balance in the Issuer's stock fund divided by the closing price of the Issuer's common stock on April 30, 2012. The Issuer's stock fund in its 401(k) Plan is unitized for those participants holding unrestricted stock and as such does not itself allocate a specific number of shares to participants.
( 4 )Option for 20,000 shares granted on May 9, 2006, that vested in five equal annual installments beginning on May 9, 2007.
( 5 )Option for 20,000 shares granted on May 15, 2007, that vested in three equal annual installments beginning on May 15, 2008.
( 6 )Option for 25,000 shares granted on May 13, 2008, that vested in three equal annual installments beginning on May 13, 2009.
( 7 )Option for 30,000 shares granted on March 2, 2009, that vested in three equal annual installments beginning on March 2, 2010.
( 8 )Option for 18,000 shares granted on March 2, 2010, that vests in three equal annual installments beginning on March 2, 2011.

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